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Item 1. Financial Statements

2025-05-01 compared with 2024-10-31 · 124 added, 238 removed, 347 unchanged (51% of the section changed)

4 unchanged sentences

IN THOUSANDS, except per share amounts

For the three months ended September 30, 2024 2023

(Unaudited) (Unaudited)

Revenues $ 368,631 $ 361,533

Costs and expenses:

Direct costs 285,956 291,052

General and administrative expenses 10,635 11,772

Operating income 72,040 58,709

Interest income 2,356 2,830

Interest expense ( 4,979 ) ( 5,169 )

Other income, net 923 66

Foreign currency exchange gain, net 14,523 9,755

Gain on disposal of subsidiaries, net — 3,260

Income from continuing operations before income taxes 84,863 69,451

Income tax benefit (expense) 468 ( 33,716 )

Income from continuing operations 85,331 35,735

(Loss) income from discontinued operations, net of tax of $ 0 for both periods

Net income 85,327 35,981

Net loss attributable to noncontrolling interests 136 177

Net income attributable to Laureate Education, Inc.

$ 85,463 $ 36,158

Basic and diluted earnings (loss) per share:

Income from continuing operations $ 0.56 $ 0.23

(Loss) income from discontinued operations — —

Basic and diluted earnings per share $ 0.56 $ 0.23

The accompanying notes are an integral part of these consolidated financial statements.

LAUREATE EDUCATION, INC.

AND SUBSIDIARIES

Consolidated Statements of Operations

IN THOUSANDS, except per share amounts

For the nine months ended September 30, 2024 2023

For the three months ended March 31, 2025 2024

(Unaudited) (Unaudited)

3 unchanged sentences

General and administrative expenses 10,990 10,265

Loss on impairment of assets — 1,620

Operating income 249,764 228,827

Operating (loss) income ( 13,191 ) 11,129

Interest income 1,519 1,911

Interest expense ( 2,366 ) ( 4,661 )

Other income, net 483 198

Foreign currency exchange gain (loss), net 36,367 ( 51,554 )

(Loss) gain on disposal of subsidiaries, net ( 3,086 ) 3,567

Income from continuing operations before income taxes and equity in net loss of affiliates 275,030 170,719

Other expense, net ( 15 ) ( 548 )

Foreign currency exchange loss, net ( 3,199 ) ( 5,607 )

Loss on disposal of subsidiaries, net — ( 3,086 )

Loss from continuing operations before income taxes and equity in net income (loss) of affiliates ( 17,252 ) ( 862 )

Income tax expense ( 2,517 ) ( 9,922 )

Equity in net loss of affiliates, net of tax ( 7 ) ( 3 )

Income from continuing operations 202,497 69,337

Equity in net income (loss) of affiliates, net of tax 3 ( 7 )

Loss from continuing operations ( 19,766 ) ( 10,791 )

Income (loss) from discontinued operations, net of tax of $ 0 for both periods

333 ( 3,805 )

Net income 202,830 65,532

Net loss ( 19,553 ) ( 10,848 )

Net loss attributable to noncontrolling interests 57 97

Net income attributable to Laureate Education, Inc.

Net loss attributable to Laureate Education, Inc.

$ ( 19,496 ) $ ( 10,751 )

Basic and diluted earnings (loss) per share:

Income from continuing operations $ 1.31 $ 0.44

Loss from continuing operations $ ( 0.13 ) $ ( 0.07 )

Income (loss) from discontinued operations — —

Basic and diluted earnings per share $ 1.31 $ 0.42

The accompanying notes are an integral part of these consolidated financial statements.

LAUREATE EDUCATION, INC.

AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the three months ended September 30, 2024 2023

(Unaudited) (Unaudited)

Net income $ 85,327 $ 35,981

Other comprehensive income (loss):

Foreign currency translation adjustment, net of tax of $ 0 for both periods

( 80,091 ) ( 46,371 )

Total other comprehensive loss ( 80,091 ) ( 46,371 )

Comprehensive income (loss) 5,236 ( 10,390 )

Net comprehensive loss attributable to noncontrolling interests 136 175

Comprehensive income (loss) attributable to Laureate Education, Inc.

$ 5,372 $ ( 10,215 )

Basic and diluted loss per share $ ( 0.13 ) $ ( 0.07 )

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

Consolidated Statements of Comprehensive Income

For the nine months ended September 30, 2024 2023

For the three months ended March 31, 2025 2024

(Unaudited) (Unaudited)

Net income $ 202,830 $ 65,532

Other comprehensive income (loss):

Net loss $ ( 19,553 ) $ ( 10,848 )

Other comprehensive income:

Foreign currency translation adjustment, net of tax of $ 0 for both periods

( 160,754 ) 118,341

Total other comprehensive (loss) income ( 160,754 ) 118,341

Comprehensive income 42,076 183,873

Total other comprehensive income 9,333 26,883

Comprehensive (loss) income ( 10,220 ) 16,035

Net comprehensive loss attributable to noncontrolling interests 60 97

Comprehensive income attributable to Laureate Education, Inc.

Comprehensive (loss) income attributable to Laureate Education, Inc.

$ ( 10,160 ) $ 16,132

4 unchanged sentences

IN THOUSANDS, except per share amounts

September 30,

2025 December 31,

32 unchanged sentences

IN THOUSANDS, except per share amounts

September 30,

2025 December 31,

21 unchanged sentences

Stockholders' equity:

Common stock, par value $ 0.004 per share – 700,000 shares authorized, 150,685 shares issued and outstanding as of September 30, 2024 and 157,586 shares issued and outstanding as of December 31, 2023

Preferred stock, par value $ 0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of March 31, 2025 and December 31, 2024

Common stock, par value $ 0.004 per share – 700,000 shares authorized, 148,810 shares issued and outstanding as of March 31, 2025 and 150,794 shares issued and outstanding as of December 31, 2024

Additional paid-in capital 1,114,504 1,129,511

10 unchanged sentences

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 2023

For the three months ended March 31, 2025 2024

Cash flows from operating activities (Unaudited) (Unaudited)

Net income $ 202,830 $ 65,532

Net loss $ ( 19,553 ) $ ( 10,848 )

Adjustments to reconcile net income to net cash provided by operating activities:

1 unchanged sentence

Amortization of operating lease right-of-use assets 8,125 9,765

Loss on impairment of assets — 1,620

Loss on lease terminations and disposals of subsidiaries and property and equipment, net 6,515 5,279

(Gain) loss on lease terminations and disposals of subsidiaries and property and equipment, net ( 255 ) 3,251

Non-cash interest expense 380 324

2 unchanged sentences

Deferred income taxes 4,860 1,267

Unrealized foreign currency exchange (gain) loss ( 38,625 ) 51,100

Unrealized foreign currency exchange loss 2,932 4,964

Other, net 3,304 3,221

9 unchanged sentences

Receipts from sales of property and equipment 56 48

Net receipts from sales of discontinued operations 771 250

Payments related to sales of discontinued operations — ( 154 )

Net cash used in investing activities ( 4,556 ) ( 15,990 )

3 unchanged sentences

Payment of dividend equivalent rights for vested share-based awards ( 386 ) ( 1,598 )

Payments to purchase noncontrolling interests — ( 123 )

Proceeds from exercise of stock options 42 29

2 unchanged sentences

Payments of debt issuance costs — ( 9 )

Net cash used in financing activities ( 111,742 ) ( 120,213 )

Net cash (used in) provided by financing activities ( 34,649 ) 18,381

Effects of exchange rate changes on Cash and cash equivalents and Restricted cash 875 1,123

10 unchanged sentences

Laureate Education, Inc.

and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through licensed universities and higher education institutions (institutions).

and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through a portfolio of degree-granting higher education institutions in Mexico and Peru.

Laureate's programs are provided through institutions that are campus-based and through electronically distributed educational programs (online).

23 unchanged sentences

We record refunds as a reduction of deferred revenue, as applicable.

The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the three months ended September 30, 2024 and 2023:

Mexico Peru Corporate (1)

Tuition and educational services $ 242,049 $ 184,121 $ — $ 426,170 116 %

Other 35,284 19,957 44 55,285 15 %

Gross revenue 277,333 204,078 44 481,455 131 %

Discounts / waivers / scholarships ( 94,816 ) ( 18,008 ) — ( 112,824 ) ( 31 ) %

Total $ 182,517 $ 186,070 $ 44 $ 368,631 100 %

Tuition and educational services $ 240,329 $ 170,337 $ — $ 410,666 114 %

Other 36,972 20,293 ( 32 ) 57,233 15 %

Gross revenue 277,301 190,630 ( 32 ) 467,899 129 %

Discounts / waivers / scholarships ( 91,913 ) ( 14,453 ) — ( 106,366 ) ( 29 ) %

Total $ 185,388 $ 176,177 $ ( 32 ) $ 361,533 100 %

(1) Includes the elimination of inter-segment revenues.

The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the nine months ended September 30, 2024 and 2023:

The following table shows the components of Revenues by reportable segment and as a percentage of total revenue for the three months ended March 31, 2025 and 2024:

Mexico Peru Corporate (1)

17 unchanged sentences

All of our contract assets are considered accounts receivable and are included within the Accounts and notes receivable balance in the accompanying Consolidated Balance Sheets.

Total accounts receivable from our contracts with students were $ 178,097 and $ 173,571 as of September 30, 2024 and December 31, 2023, respectively.

The increase in the contract assets balance at September 30, 2024 compared to December 31, 2023 was primarily driven by enrollment cycles.

The first and third calendar

quarters generally coincide with the primary and secondary intakes for our larger institutions.

Total accounts receivable from our contracts with students were $ 141,197 and $ 189,124 as of March 31, 2025 and December 31, 2024, respectively.

The decrease in the contract assets balance at March 31, 2025 compared to December 31, 2024 was primarily driven by enrollment cycles, in particular the repayment of outstanding amounts by students re-enrolling for the next academic session.

The first and third calendar quarters generally coincide with the primary and secondary intakes for our larger institutions.

All contract asset amounts are classified as current.

Contract liabilities in the amount of $ 86,843 and $ 69,351 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, respectively.

The increase in the contract liability balance during the period ended September 30, 2024 was the result of semester billings and cash payments received in advance of satisfying performance obligations, partially offset by revenue recognized during the period.

Revenue recognized during the nine months ended September 30, 2024 that was included in the contract liability balance at the beginning of the year was approximately $ 57,090 .

Contract liabilities in the amount of $ 112,480 and $ 64,340 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively.

The increase in the contract liability balance during the period ended March 31, 2025 was the result of semester billings and cash payments received in advance of satisfying performance obligations, partially offset by revenue recognized during the period.

Revenue recognized during the three months ended March 31, 2025 that was included in the contract liability balance at the beginning of the year was approximately $ 48,722 .

Assets Held for Sale

During 2023, two of the Company’s subsidiaries that operate K-12 educational programs in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, “Long-Lived Assets Classified as Held for Sale.” The sale of the K-12 campuses is intended to allow the Mexico segment to focus on its core business.

Two of the Company’s subsidiaries that operate K-12 educational programs in Mexico are classified as held for sale under ASC 360-10-45-9, “Long-Lived Assets Classified as Held for Sale.” The sale of the K-12 campuses is intended to allow the Mexico segment to focus on its core business.

The planned sale of this disposal group does not represent a strategic shift and therefore does not qualify for presentation as a discontinued operation in the Consolidated Financial Statements.

In addition, during 2023 and 2024, several parcels of land and buildings at campuses in Mexico and a parcel of land in the United States met the criteria for classification as held for sale under ASC 360-10-45-9.

In addition, several parcels of land at campuses in Mexico are classified as held for sale under ASC 360-10-45-9.

The assets and liabilities are recorded at the lower of their carrying values or their estimated fair values less costs to sell.

As discussed below, the sales of certain real estate in the United States and Mexico were completed during 2024.

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are presented in the following table:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Assets Held for Sale

12 unchanged sentences

The long-term debt balance represents a finance lease for property.

Property Sales

During the second quarter of 2024, the Company completed the sale of a parcel of land in the United States that was classified as held for sale as of December 31, 2023.

The Company received proceeds of approximately $ 3,100 from the sale and recognized a loss of approximately $ 24 , which is included in Direct costs in the Consolidated Statement of Operations for the nine months ended September 30, 2024.

During the third quarter of 2024, the Company completed the sale of real estate in Mexico that was classified as held for sale as of December 31, 2023.

In connection with this transaction, the Company also terminated two lease agreements in Mexico, resulting in a net loss of approximately $ 4,500 that is included in Direct costs in the Consolidated Statements of Operations.

Business and Geographic Segment Information

2 unchanged sentences

Laureate determines its segments based on information utilized by the chief operating decision maker to allocate resources and assess performance.

Laureate’s Chief Executive Officer is the chief operating decision maker.

Our segments generate revenues by providing an education that emphasizes profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines.

4 unchanged sentences

We compete with other private higher education institutions on the basis of price, educational quality, reputation and location.

We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our network.

There are a number of private and public institutions in both countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future.

We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our in-country networks.

There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future.

We expect competition to increase as the Mexican and Peruvian markets mature.

3 unchanged sentences

Laureate owns two nationally licensed institutions and is present throughout the country with a footprint of over 30 campuses.

Students in our Mexican institutions typically finance their own education.

In Peru, private universities are increasingly providing the capacity to meet growing demand in the higher-education market.

2 unchanged sentences

The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate inter-segment items.

We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP performance measure defined as Income from continuing operations before income taxes and equity in net loss of affiliates, adding back the following items:

(Loss) gain on disposal of subsidiaries, net, Foreign currency exchange gain (loss), net, Other income, net, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, and Share-based compensation expense.

Adjusted EBITDA is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans.

The chief operating decision maker uses Adjusted EBITDA to evaluate performance and to allocate resources for each segment in the annual budget and monthly forecasting process.

Adjusted EBITDA is defined as Loss from continuing operations before income taxes and equity in net income (loss) of affiliates, adding back the following items:

Loss on disposal of subsidiaries, net, Foreign currency exchange loss, net, Other expense, net, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, and Share-based compensation expense.

The chief operating decision maker considers budget-to-actual variances for Adjusted EBITDA when making decisions about allocating resources to the segments.

Adjusted EBITDA is also a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans.

In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.

2 unchanged sentences

We use total assets as the measure of assets for reportable segments.

The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to Income from continuing operations before income taxes and equity in net loss of affiliates, as reported in the Consolidated Statements of Operations:

For the three months ended For the nine months ended

September 30, September 30,

2024 2023 2024 2023

Mexico $ 182,517 $ 185,388 $ 615,180 $ 559,487

Peru 186,070 176,177 527,952 515,406

Corporate 44 ( 32 ) 116 ( 38 )

Total Revenues $ 368,631 $ 361,533 $ 1,143,248 $ 1,074,855

The following table presents a reconciliation of Adjusted EBITDA of our reportable segments to Loss from continuing operations before income taxes and equity in net income (loss) of affiliates, as reported in the Consolidated Statements of Operations:

For the three months ended March 31,

Adjusted EBITDA of reportable segments:

5 unchanged sentences

Depreciation and amortization expense ( 16,078 ) ( 18,050 )

Loss on impairment of assets — — — ( 1,620 )

Share-based compensation expense ( 2,463 ) ( 1,409 )

Operating income 72,040 58,709 249,764 228,827

Operating (loss) income ( 13,191 ) 11,129

Interest income 1,519 1,911

Interest expense ( 2,366 ) ( 4,661 )

Other income, net

Other expense, net

( 15 ) ( 548 )

Foreign currency gain (loss), net

Foreign currency loss, net

( 3,199 ) ( 5,607 )

Gain (loss) on disposal of subsidiaries, net

Loss on disposal of subsidiaries, net

Loss from continuing operations before income taxes and equity in net income (loss) of affiliates

$ ( 17,252 ) $ ( 862 )

Income from continuing operations before income taxes and equity in net loss of affiliates

The following table presents significant segment expenses of our reportable segments:

For the three months ended March 31,

Revenues $ 189,255 $ 214,080

Labor costs 64,429 71,368

Lease and other facilities costs 23,091 31,819

Advertising costs 12,678 13,441

Other costs (1)

36,098 37,536

September 30, 2024 December 31, 2023

Adjusted EBITDA $ 52,959 $ 59,916

Revenues $ 46,856 $ 61,245

Labor costs 48,450 46,108

Lease and other facilities costs 7,374 7,758

Advertising costs 9,961 7,512

Other costs (1)

19,913 20,577

Adjusted EBITDA $ ( 38,842 ) $ ( 20,710 )

(1) Other costs for each reportable segment include:

professional services expense, technology expense, bad debt and other direct costs.

The following table presents other financial information of our reportable segments:

For the three months ended March 31,

Depreciation and amortization expense $ 9,300 $ 10,990

Expenditures for long-lived assets $ 2,580 $ 3,419

Depreciation and amortization expense $ 6,600 $ 6,782

Expenditures for long-lived assets $ 2,032 $ 12,465

The following table presents the total assets of our reportable segments:

March 31, 2025 December 31, 2024

Mexico $ 1,140,641 $ 1,143,053

2 unchanged sentences

Total assets $ 1,858,205 $ 1,862,060

The change in the net carrying amount of Goodwill from December 31, 2023 through September 30, 2024 was composed of the following items:

The change in the net carrying amount of Goodwill from December 31, 2024 through March 31, 2025 was composed of the following items:

Mexico Peru Total

1 unchanged sentence

Currency translation adjustments 649 1,686 2,335

Balance at September 30, 2024 $ 507,198 $ 71,523 $ 578,721

Balance at March 31, 2025 $ 491,715 $ 74,024 $ 565,739

Outstanding long-term debt was as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Senior long-term debt:

Senior Secured Credit Facility (stated maturity date September 18, 2028) $ 66,000 $ 59,000

Senior Secured Credit Facility $ 30,000 $ —

Lines of credit 10,044 29,989

7 unchanged sentences

Senior Secured Credit Facility

As of September 30, 2024, the Company maintained a revolving credit facility under its credit agreement (the Amended Credit Agreement) that provided for $ 145,000 of revolving credit loans, which matured on October 7, 2024 (the Series 2024 Tranche) and $ 155,000 of revolving credit loans maturing September 2028 (the Series 2028 Tranche) for a $ 300,000 aggregate revolving credit facility (the Revolving Credit Facility).

Accordingly, effective October 7, 2024, the borrowing capacity of the Revolving Credit Facility is $ 155,000 .

The Company maintains a revolving credit facility (the Revolving Credit Facility) under its credit agreement (the Amended Credit Agreement) that provides for $ 155,000 of revolving credit loans maturing September 18, 2028.

The credit available to be borrowed under the Amended Credit Agreement, whether as revolving loans or term loans, if any, are referred to herein collectively as the “Senior Secured Credit Facility.”

As of September 30, 2024 and December 31, 2023, the Senior Secured Credit Facility had a total outstanding balance of $ 66,000 and $ 59,000 , respectively.

As of March 31, 2025 and December 31, 2024, the Senior Secured Credit Facility had a total outstanding balance of $ 30,000 and $ 0 , respectively.

Estimated Fair Value of Debt

As of September 30, 2024 and December 31, 2023, the estimated fair value of our debt approximated its carrying value.

As of March 31, 2025 and December 31, 2024, the estimated fair value of our debt approximated its carrying value.

Certain Covenants

As of September 30, 2024, our Amended Credit Agreement contained certain negative covenants including, among others:

As of March 31, 2025, our Amended Credit Agreement contained certain negative covenants including, among others:

(1) limitations on additional indebtedness;

2 unchanged sentences

and (4) limitations on liens, guarantees, loans or investments.

The Amended Credit Agreement also provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement, to exceed 3.00 x as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter.

The agreement also provides that if less than 25 % of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

As of September 30, 2024, these conditions were satisfied and, therefore, we were not subject to the leverage ratio covenant.

The Amended Credit Agreement provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement, to exceed 3 as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter.

The Amended Credit Agreement also provides that if less than 25 % of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

As of March 31, 2025, this condition was satisfied and, therefore, we were not subject to the leverage ratio.

In addition, indebtedness at some of our locations contain financial maintenance covenants.

We were in compliance with these covenants as of September 30, 2024.

We were in compliance with these covenants as of March 31, 2025.

Commitments and Contingencies

Loss Contingencies

Contingencies

Laureate is subject to legal actions arising in the ordinary course of its business.

2 unchanged sentences

Income Tax Contingencies

As of September 30, 2024 and December 31, 2023, Laureate had recorded cumulative liabilities for income tax contingencies of $ 132,267 and $ 140,492 , respectively.

As of March 31, 2025 and December 31, 2024, Laureate had recorded cumulative liabilities for income tax contingencies of $ 133,715 and $ 136,473 , respectively.

Non-Income Tax Loss Contingencies

1 unchanged sentence

Laureate intends to vigorously defend against these matters.

As of September 30, 2024 and December 31, 2023, approximately $ 18,500 and $ 19,800 , respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, approximately $ 11,800 and $ 13,500 , respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets.

We have also identified certain loss contingencies that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable.

In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies could be up to approximately $ 17,000 if the outcomes were unfavorable.

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a preliminary tax assessment received related to tax audits of 2014 and 2015.

In addition, during the fourth quarter of 2023, the same institution issued a bank guarantee in order to appeal a tax assessment received related to the tax audit of 2009.

During the third quarter of 2024, the Peruvian institution paid the tax assessment related to the 2009 tax audit, and therefore the related bank guarantee was released.

As of September 30, 2024 and December 31, 2023, the total amount of the guarantees was approximately $ 7,300 and $ 12,700 , respectively.

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a tax assessment received related to tax audits of 2014 and 2015.

As of March 31, 2025 and December 31, 2024, the total amount of the guarantee was approximately $ 7,500 and $ 7,300 , respectively.

Stockholders’ Equity

The components of net changes in stockholders’ equity for the nine months ended September 30, 2024 are as follows:

The components of net changes in stockholders’ equity for the three months ended March 31, 2025 are as follows:

Laureate Education, Inc.

10 unchanged sentences

Balance at March 31, 2025 148,810 $ 596 $ 1,114,504 $ 246,273 $ ( 452,874 ) $ ( 2,464 ) $ 906,035

Non-cash share-based compensation — — 2,887 — — — 2,887

Purchase and retirement of common stock ( 2,661 ) ( 11 ) ( 21,781 ) ( 17,411 ) — — ( 39,203 )

Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 47 — 91 — — — 91

Equitable adjustments to stock-based awards — — 19 — — — 19

Net income — — — 128,130 — 221 128,351

Foreign currency translation adjustment, net of tax of $ 0

— — — — ( 107,546 ) — ( 107,546 )

Balance at June 30, 2024 152,546 $ 610 $ 1,142,081 $ 128,130 $ ( 352,807 ) $ ( 2,205 ) $ 915,809

Non-cash share-based compensation — — 2,781 — — — 2,781

Purchase and retirement of common stock ( 1,895 ) ( 7 ) ( 14,190 ) ( 14,381 ) — — ( 28,578 )

Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 34 — 80 — — — 80

Equitable adjustments to stock-based awards — — ( 3 ) — — — ( 3 )

Net income (loss) — — — 85,463 — ( 136 ) 85,327

Foreign currency translation adjustment, net of tax of $ 0

— — — — ( 80,091 ) — ( 80,091 )

Balance at September 30, 2024 150,685 $ 603 $ 1,130,749 $ 199,212 $ ( 432,898 ) $ ( 2,341 ) $ 895,325

Stock Repurchases

On March 5, 2024, the Company entered into a stock purchase agreement with each of ILM Investments Limited Partnership, Torreal Sociedad de Capital Riesgo S.A., Pedro del Corro García-Lomas, a member of Laureate’s Board of Directors, Ana Gómez Cuesta and José Diaz-Rato Revuelta (together, the Torreal Sellers), pursuant to which the Company purchased an aggregate of 2,607 shares of its common stock from the Torreal Sellers at a purchase price of $ 12.62 per share for an aggregate purchase price of $ 32,894 .

On May 6, 2024, the Company entered into a stock purchase agreement with each of Snow Phipps Group, LLC, Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P.

On March 13, 2025, the Company entered into a stock purchase agreement with each of Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P.

and SPG Co-Investment, L.P.

(together, the Snow Phipps Sellers), pursuant to which the Company purchased an aggregate of 521 shares of its common stock from the Snow Phipps Sellers at a purchase price of $ 17.47 per share for an aggregate purchase price of $ 9,101 .

During the three months ended June 30, 2024 and the three months ended September 30, 2024, the Company repurchased 546 shares and 1,895 shares, respectively, of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), for total open market repurchases during the nine months ended September 30, 2024 of approximately $ 36,148 .

The above repurchases were pursuant to the Company’s existing $ 100,000 stock purchase program that was announced on February 22, 2024 and completed in September 2024 .

Under this stock repurchase program, all shares repurchased are immediately retired.

Upon retirement of repurchased stock, the excess of the purchase price plus excise tax over par value is allocated to additional paid-in capital, subject to certain limitations.

Any remainder is allocated to retained earnings to the extent that positive retained earnings exist.

New Stock Repurchase Program

On September 13, 2024, the Company announced that its Board of Directors had approved a new stock repurchase program to acquire up to $ 100,000 of the Company’s common stock.

Additionally, during the first quarter of 2025, the Company repurchased 1,660 shares of its common stock on the open market at prevailing market prices pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), for total open market repurchases of approximately $ 32,747 .

The above repurchases were pursuant to the Company’s existing $ 100,000 stock purchase program that was announced on September 13, 2024 .

The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility.

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The Company’s board will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.

The components of net changes in stockholders’ equity for the nine months ended September 30, 2023 are as follows:

Under this stock repurchase program, all shares repurchased are immediately retired.

Upon retirement of repurchased stock, the excess of the purchase price plus excise tax over par value is allocated to additional paid-in capital, subject to certain limitations.

Any remainder is allocated to retained earnings to the extent that positive retained earnings exist.

The components of net changes in stockholders’ equity for the three months ended March 31, 2024 are as follows:

Laureate Education, Inc.

Common stock Additional paid-in capital Retained earnings

Accumulated other comprehensive loss Treasury stock at cost Non-controlling interests Total stockholders’ equity

Accumulated other comprehensive loss Non-controlling interests Total stockholders’ equity

Shares Amount

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Non-cash share-based compensation — — 1,409 — — — 1,409

Purchase and retirement of common stock ( 2,607 ) ( 10 ) ( 19,512 ) ( 13,700 ) — — ( 33,222 )

Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 181 1 ( 774 ) — — — ( 773 )

Equitable adjustments to stock-based awards — — 21 — — — 21

Change in noncontrolling interests — — 16 — — — ( 140 ) ( 124 )

Net loss — — — ( 10,751 ) — ( 97 ) ( 10,848 )

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Balance at March 31, 2024 155,160 $ 621 $ 1,160,865 $ 17,411 $ ( 245,261 ) $ ( 2,426 ) $ 931,210

Non-cash share-based compensation — — 1,976 — — — — 1,976

Retirement of treasury stock — ( 295 ) ( 1,025,977 ) — — 1,026,272 — —

Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 46 — 44 — — — — 44

Equitable adjustments to stock-based awards — — 24 — — — — 24

Net income — — — 56,177 — — 136 56,313

Foreign currency translation adjustment, net of tax of $ 0

— — — — 92,007 — ( 92 ) 91,915

Balance at June 30, 2023 157,220 $ 629 $ 1,181,501 $ 68,814 $ ( 277,626 ) $ — $ ( 2,114 ) $ 971,204

Non-cash share-based compensation — — 1,794 — — — — 1,794

Exercise of stock options and vesting of restricted stock units, net of shares withheld to satisfy tax withholding 147 — 1,032 — — — — 1,032

Equitable adjustments to stock-based awards — — 2 — — — — 2

Net income (loss) — — — 36,158 — — ( 177 ) 35,981

Foreign currency translation adjustment, net of tax of $ 0

— — — — ( 46,373 ) — 2 ( 46,371 )

Balance at September 30, 2023 157,367 $ 629 $ 1,184,329 $ 104,972 $ ( 323,999 ) $ — $ ( 2,289 ) $ 963,642

Retirement of Treasury Stock

On May 24, 2023, the Company’s Board of Directors approved the retirement of all outstanding shares of treasury stock, which totaled 73,766 shares.

The Company recorded the purchases of treasury stock at cost as a separate component within stockholders’ equity in the Consolidated Balance Sheets.

Upon retirement of the treasury stock, the Company allocated the excess of the purchase price over par value to additional paid-in capital, subject to certain limitations.

Share-based Compensation Expense

During the three and nine months ended September 30, 2024 and 2023, the Company recorded share-based compensation expense for restricted stock unit awards of $ 2,781 and $ 1,794 , respectively, and $ 7,077 and $ 4,894 , respectively.

During the three months ended March 31, 2025 and 2024, the Company recorded share-based compensation expense for restricted stock unit awards of $ 2,463 and $ 1,409 , respectively.

Accumulated Other Comprehen sive Income (Loss)

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The AOCI related to the net investment hedge will be deferred from earnings until the sale or liquidation of the hedged investee.

Laureate reports changes in AOCI on our Consolidated Statements of Stockholders’ Equity.

The components of these balances were as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Laureate Education, Inc.

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Accumulated other comprehensive loss $ ( 452,874 ) $ 962 $ ( 451,912 ) $ ( 462,210 ) $ 965 $ ( 461,245 )

Laureate's income tax provisions f or all periods consist of federal, state and foreign income taxes.

The tax provisions for the nine months ended September 30, 2024 and 2023 are based on estimated full-year effective tax rates, adjusted for discrete income tax items related specifically to the interim periods.

Laureate's income tax provisions for all periods consist of federal, state and foreign income taxes.

The tax provisions for the three months ended March 31, 2025 and 2024 are based on estimated full-year effective tax rates, adjusted for discrete income tax items related specifically to the interim periods.

Laureate has operations in multiple countries at various statutory tax rates and other operations that are loss-making entities for which it is not more likely than not that a tax benefit will be realized on the loss.

For the nine months ended September 30, 2024, the Company recognized income tax expense of $ 72,526 , as compared to $ 101,379 in the prior year period.

The Company recognized a net deferred tax benefit of approximately $ 37,900 during the three months ended September 30, 2024 related to the release of a deferred tax liability that was no longer required upon completion of an entity restructuring following regulatory approval.

Income tax expense for the nine months ended September 30, 2024 and 2023 was attributable to pretax income, the jurisdictional mix of earnings, and pretax losses for which the Company cannot recognize a tax benefit as well as, for 2024, the discrete tax benefit described above.

In addition, the Company benefited from changes in reserves for uncertain tax positions in both periods.

For the three months ended March 31, 2025, the Company recognized income tax expense of $ 2,517 , as compared to $ 9,922 in the prior-year period.

Earnings (Loss) Per Share

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To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock units, and any other share-based compensation arrangements determined using the treasury stock method.

The following tables summarize the computations of basic and diluted earnings (loss) per share:

For the three months ended September 30, 2024 2023

Numerator used in basic and diluted earnings (loss) per common share for continuing operations:

Income from continuing operations $ 85,331 $ 35,735

Loss attributable to noncontrolling interests 136 177

Net income from continuing operations for basic and diluted earnings per share $ 85,467 $ 35,912

Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:

Net (loss) income from discontinued operations for basic and diluted (loss) earnings per share $ ( 4 ) $ 246

Denominator used in basic and diluted earnings per common share:

Basic weighted average shares outstanding 151,577 157,268

Dilutive effect of stock options 216 226

Dilutive effect of restricted stock units 382 310

Diluted weighted average shares outstanding 152,175 157,804

Basic and diluted earnings (loss) per share:

Income from continuing operations $ 0.56 $ 0.23

(Loss) income from discontinued operations — —

Basic and diluted earnings per share $ 0.56 $ 0.23

For the nine months ended September 30, 2024 2023

The following table summarizes the computations of basic and diluted earnings (loss) per share:

For the three months ended March 31, 2025 2024

Numerator used in basic and diluted earnings (loss) per common share for continuing operations:

Income from continuing operations $ 202,497 $ 69,337

Loss from continuing operations $ ( 19,766 ) $ ( 10,791 )

Loss attributable to noncontrolling interests 57 97

Net income from continuing operations for basic and diluted earnings per share $ 202,509 $ 69,533

Net loss from continuing operations for basic and diluted earnings per share $ ( 19,709 ) $ ( 10,694 )

Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:

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Denominator used in basic and diluted earnings (loss) per common share:

Basic weighted average shares outstanding 154,151 157,217

Dilutive effect of stock options 213 219

Dilutive effect of restricted stock units 332 234

Diluted weighted average shares outstanding 154,696 157,670

Basic and diluted weighted average shares outstanding 147,563 157,011

Basic and diluted earnings (loss) per share:

Income from continuing operations $ 1.31 $ 0.44

Loss from continuing operations $ ( 0.13 ) $ ( 0.07 )

Income (loss) from discontinued operations — —

Basic and diluted earnings per share $ 1.31 $ 0.42

Basic and diluted loss per share $ ( 0.13 ) $ ( 0.07 )

The following table summarizes the number of restricted stock units that were excluded from the diluted EPS calculations because the effect would have been antidilutive:

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

For the three months ended March 31, 2025 2024

Stock options 316 359

Restricted stock units 1,179 722

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2025 Stock Repurchases

As discussed in Note 8, Stockholders’ Equity, on March 5, 2024 , the Company entered into a stock purchase agreement with the Torreal Sellers pursuant to which the Company purchased an aggregate of 2,607 shares of its common stock from the Torreal Sellers at a purchase price of $ 12.62 per share for an aggregate purchase price of $ 32,894 .

Additionally, on May 6, 2024, the Company entered into a stock purchase agreement with the Snow Phipps Sellers pursuant to which the Company purchased an aggregate of 2,115 shares of its common stock from the Snow Phipps Sellers at a purchase price of $ 14.64 per share for an aggregate purchase price of $ 30,958 .

These repurchases, which were approved as related party transactions by the Audit and Risk Committee of the Company’s Board of Directors, were pursuant to the Company’s $ 100,000 share repurchase program that was announced on February 22, 2024 and was completed in September 2024 .

As discussed in Note 8, Stockholders’ Equity, on March 13, 2025, the Company entered into a stock purchase agreement with the Snow Phipps Sellers pursuant to which the Company purchased an aggregate of 521 shares of its common stock from the Snow Phipps Sellers at a purchase price of $ 17.47 per share for an aggregate purchase price of $ 9,101 .

This repurchase, which was approved as a related party transaction by the Audit and Risk Committee of the Company’s Board of Directors, was pursuant to the Company’s existing $ 100,000 share repurchase program that was announced on September 13, 2024.

Legal and Regulatory Matters

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Reconciliation of Cash and cash equivalents and Restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the September 30, 2023 balance.

The September 30, 2024 and September 30, 2023 balances sum to the amounts shown in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023:

September 30, 2024 September 30, 2023 December 31, 2023

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the March 31, 2024 balance.

The March 31, 2025 and March 31, 2024 balances sum to the amounts shown in the Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024:

March 31, 2025 March 31, 2024 December 31, 2024

Cash and cash equivalents $ 109,776 $ 126,226 $ 91,350

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements